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VirtualBank (Proposed)

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: VirtualBank (Proposed)
Palm Beach Gardens, Florida
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

ORDER

The undersigned, acting on behalf of the Board of Directors pursuant to delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act and relating to the application for Federal deposit insurance, with membership in the Savings Association Insurance Fund, for VirtualBank, a proposed new federal savings bank to be located at 2000 PGA Boulevard, Suite 3110, Palm Beach Gardens, Palm Beach County, Florida, ("Savings Bank") and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted by the Bank for federal deposit insurance be, and the same hereby is, approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $36,500,000 be provided, and that a Tier 1 Leverage Capital ratio of not less than eight percent shall be maintained throughout the first three years of operation and that an adequate Allowance for Loan and Lease Loss be provided;

2. That any changes in proposed management or proposed ownership (10 percent or more of stock), including new acquisitions of or subscriptions to 10 percent or more of stock, will render this commitment null and void unless such proposal is approved by the Regional Director of the FDIC's Atlanta Regional Office ("Regional Director") prior to opening of the savings bank;

3. That the Savings Bank shall operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operations the Savings Bank shall notify the Regional Director of any proposed major deviation or material change from the submitted plan before consummation of the change;

4. That Federal deposit insurance shall not become effective unless and until the Savings Bank has been established as a federal savings bank, that it has authority to conduct a banking business, and that its establishment and operation as a savings bank have been fully approved by the Office of Thrift Supervision;

5. That 1st Virtual, Inc., Palm Beach Gardens, Florida, the proposed bank holding company, obtain approval from the Office of Thrift Supervision to acquire voting stock control of the Savings Bank prior to its opening;

6. That until the conditional commitment herein granted becomes effective, the FDIC shall have the right to alter, suspend or withdraw said commitment should any interim development be deemed to warrant such action; and

7. That if federal deposit insurance has not become effective within twelve months from the date of this ORDER, or unless, in the meantime, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the said twelve-month period.

Dated at Washington, D.C. this day of March, 2000.

FEDERAL DEPOSIT INSURANCE CORPORATION

By:________________________________
John M. Lane
Associate Director
Division of Supervision


IN RE: VirtualBank
Palm Beach Gardens, Palm Beach County, Florida
Application for Federal Deposit Insurance (Savings Association Insurance Fund)

STATEMENT

Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for federal deposit insurance with membership in the Savings Association Insurance Fund has been filed on behalf of VirtualBank (the savings bank), a proposed new federal savings bank to be located at 2000 PGA Boulevard, Suite 3110, Palm Beach Gardens, Palm Beach County, Florida.

The savings bank will be wholly owned by 1st Virtual, Inc., Palm Beach Gardens, Florida, a one-bank holding company. The holding company was incorporated on April 30, 1999 and has been operating since that time. The holding company will downstream most of its assets, liabilities, and equity capital to the savings bank. As of December 31, 1999, 1st Virtual, Inc., had total assets of $163,754,000, total liabilities of $127,726,000 and shareholders equity of $36,028,000.

The savings bank's business strategy involves delivering banking products and services electronically through the Internet, ATMs and toll free customer service lines. The savings bank will not maintain physical branches. The main office will house bank operations, a call center and executive offices. A complete range of mortgage and consumer loans and deposit products will be offered. Customers will make deposits/withdrawals and draw on credit lines through ATM's on the PLUS network, wire transfer and ACH item. The savings bank's target market includes Northeastern Palm Beach County where it will offer mortgage and consumer loans. The savings bank projects that the dollar volume of lending in the assessment area as a percent of total assets during the first three years of operation will be approximately 15 percent.

Investment in fixed assets is reasonable, capital is strong, future earnings prospects and the ability to meet the convenience and needs of the community are favorable, and management is considered satisfactory. Corporate powers to be exercised are consistent with the purpose of the Federal Deposit Insurance Act. No formal objections to this proposal have been filed and no undue risk to the Savings Association Insurance Fund is apparent.

Accordingly, based upon a careful evaluation of all available facts and information, the Associate Director, pursuant to delegated authority, has concluded that approval of the application is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION



Last Updated 03/24/2011 Legal@fdic.gov